2014 – H 7283
Enacted 04/18/14
A N A C T
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Introduced By: Representatives Keable, Kazarian, Finn, Casey, and Carnevale
Date Introduced: January 30, 2014
It is enacted by the General Assembly as follows:
SECTION 1. Sections 7-6-2 and 7-6-90 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:
7-6-2. Definitions. -- As used in this chapter, unless the context otherwise requires, the term:
(1) "Articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations.
(2) "Board of directors" means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated.
(3) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name or names by which the rules are designated.
(4) "Corporation" or "dDomestic
corporation" means a nonprofit corporation subject to the provisions of
this chapter, except a foreign corporation.
(5) "Delivering/Delivered" means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.
(6) "Director" means a member of a board of directors.
(7) "Filing" means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.
(8) "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state.
(9) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.
(10) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated.
(11) "Nonprofit corporation"
means a corporation of which no part of the income or profit of which
is distributable to its members, directors, or officers, except as
otherwise expressly permitted by this chapter.
(12) "Volunteer" means an individual performing services for a nonprofit corporation without compensation.
(13) "Signature" or "Signed” or "Executed" means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.
(14) "Electronic
transmission" means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.
(15) "Authorized Representative" means a person who is duly authorized by a nonprofit corporation's board of directors to act on behalf of the nonprofit corporation.
7-6-90. Annual report of domestic and foreign corporations. -- (a) Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report:
(1) The name of the corporation and the state or country under the laws of which it is incorporated.
(2) The address of the registered
office of the corporation in this state, and the name of its registered
agent in this state at the address.
(3) The address of the principal office of the corporation.
(4) A brief statement of the character
of the affairs which that the corporation is actually conducting,
or, in the case of a foreign corporation, which that the
corporation is actually conducting in this state.
(5) The names and respective addresses of the directors and officers of the corporation.
(b) The annual report shall be made on
forms prescribed and furnished by the secretary of state, and the
information contained in the report shall be given as of the date of the
execution of the report. It shall be executed by the corporation by its
president, a vice president, secretary, an assistant secretary, or treasurer or
authorized representative, or, if the corporation is in the hands of
a receiver or trustee, it shall be executed on behalf of the corporation by the
receiver or trustee.
SECTION 2. This act shall take effect upon passage.
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LC003632
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